Lineberry Alliance Proposed By-Laws and Founding Meeting

Last May we posted an update about creating a board of directors and organizing the Lineberry Alliance. Currently, we are just a loose association of neighborhood organizations and HOA groups that collaborate over email, share solutions to neighborhood problems, and connect with each other to swap recommendations, recipes, babysitters, etc. It’s been a few months since you’ve had an update on the organizational efforts. It’s time to share with you a draft of our mission statement, by-laws, and announce our founding meeting to be held on Thursday March 3, 2011.

Since the update in May 2010, I’ve been working with some really smart and motivated folks from across our area, representing different neighborhoods.  Danielle Simorelli, Sheryl Roberts, Chad Smith, and Sondra Beeson from Whitehurst homes, Trailwood Hills, Trailwood Springs, and Evergreen Avenue, respectively, have helped draft the mission statement and by-laws which are below.

We’ve meet several times to talk about our community, the best way to be organized, and how to move forward. All of us strongly feel that getting the draft mission statement and by-laws—to each of you for your review, input, and feedback—is a critical step in order to move forward and make progress. We want to make this group stronger and more sustainable for the stability of our collective neighborhoods.

Take a look at the drafts below. Let us know what resonates, what doesn’t make sense, and what’s left out or is unclear. You’ll have the entire month of February to review. Then, we’ll meet on Thursday March 3, 2011, to adopt the by-laws and elect the board of directors.

Thanks for your support and feedback. Use the comments on the blog so that everyone can see questions, responses, feedback, and more.

Draft Mission Statement

To build a lasting community, improve the quality of life, and to protect, preserve and enhance the existing character and neighborhood fabric of the Lineberry Alliance Community.

Draft By-laws

Article I: Definitions

  • “Articles of incorporation” include amended and restated articles of incorporation and articles of merger.
  • “Board” or “board of directors” means the group of natural persons vested by the Community with the management of its affairs whether or not the group is designated as directors in the articles of incorporation or by-laws.
  • “By-laws” means the rules (other than the articles) adopted for the regulation or management of the affairs of the Community  irrespective of the name or names by which the rules are designated.
  • “Member” means a person who is defined in the Community by-laws either (i) specifically designated as a member or (ii) included in a category of persons specifically designated as members.
  • “Nonprofit” means an organization intended to have no income or intended to have income none of which is distributable to its members, directors, or officers, except as permitted by the applicable North Carolina General Statutes or under any act or acts replaced thereby.
  • “Vote” includes authorization by written ballot and written consent including electronic ballot and electronic consent or as established by the Board.
  • The “Lineberry Alliance Community” or “Community” shall include all defined members located in the lots, streets, and other properties that lie within the  boundaries set forth on the applicable map as established by the Board.

Article II: Name and Purpose

Section 1: The name of this Community shall be “Lineberry Alliance Community.”

Section 2: The purposes of this Community shall be:

  1. To promote and foster participation in the Community by providing a forum for discussing and addressing Community concerns;
  2. To protect and preserve the residential character of our Community as a family-oriented neighborhoods of owner-occupied homes;
  3. To serve as a focal point for maintenance and improvement of institutions and facilities serving our Community, including but not limited to, parks, schools, and public safety services, and to provide an avenue for Community social activities;
  4. To be a voice for our common interests by acting as a liaison with governmental bodies and with institutions, schools, and businesses in and around our neighborhood, and by working with other neighborhood and communities on common interests;
  5. To encourage and facilitate citizen participation in any and all issues affecting our community, including but not limited to land use, development/redevelopment, zoning changes, traffic patterns, crime prevention and awareness and street modifications;  and
  6. To provide for the Community welfare in general and to conduct other lawful purposes not inconsistent with these By-Laws.

Section 3: This Community is and shall remain a non-profit organization and no part of the net earnings thereof shall inure to any individual member.

Section 4: This Community shall not endorse or align itself with any political party or candidate for public office.

Article III: Membership

Section 1: Membership

  • Voting Members: The voting members of this Community shall consist of those persons who are at least eighteen years (18) of age and are owners of residential property in the area defined herein as the Lineberry Alliance Community and who have paid the required annual membership dues as set by the Board.
  • Associate Members: Non-voting associate members of this Community shall consist of those persons who are at least eighteen years (18) of age and residents and not owners of residential property in the area defined herein by the applicable boundary map as the Lineberry Alliance Community and who have paid the required annual associate membership dues as set by the Board.

Section 2: The Board of Directors shall establish all membership dues annually.

Section 3: The boundaries of the Lineberry Alliance Community indicated on the applicable map shall be set by the Board and may be amended from time to time.

Section 4: Questions concerning eligibility and/or appeals for membership shall be presented to and decided by the Board of Directors.

Article IV: Government

Section 1: The Lineberry Alliance Community shall be governed by a Board of Directors, which may take action in the name of the Community.

Section 2: The Board of Directors shall consist of a President, Vice-President, Secretary, Treasurer, and Board Members as voted into position by the members in attendance at an annual membership meeting.

Section 3: A simple majority of the Board of Directors shall constitute a quorum for doing business. Each member of the Board shall be entitled to one vote.

Section 4: To be eligible for elected office, a person must be a voting member of the Community.

Section 5: Board of Directors members shall serve without compensation other than reimbursement of Board-approved expenditures on behalf of the Community.

Section 6: The powers and duties of the Board of Directors shall include:

  1. The establishment and execution of policy for the Community;
  2. The appointment and dissolution of all standing and other committees or chairpersons thereof. This power may be delegated to the President. Committees shall derive their direction from the Board of Directors;
  3. The appointment or employment of all persons or organizations to serve the Community;
  4. The filling of vacancies on the Board of Directors until the next Annual Meeting;
  5. The annual appointment of a three (3) member nominating committee, no more than two (2) of whom may be members of the Board of Directors;
  6. Interpretation of the By-Laws and;
  7. The approval of expenditures of Community funds.

Section 7: The President shall preside at all meetings of the Community and the Board of Directors and shall perform such duties as directed by the Board of Directors.

Section 8: The Vice-President(s) shall perform all duties as may be assigned by the President or Board of Directors and shall be the presiding officer in the absence of the President.

Section 9: The Secretary shall be the official custodian of all records of the Community except financial records and shall keep the minutes of the Community and Board of Directors. The Secretary may delegate authority for correspondence in the name of the Community and for required notices, and shall keep records of all such correspondence and notices.

Section 10: The Treasurer shall keep and be responsible for all financial records and funds of the Community. All funds shall be deposited in an account in the name of Lineberry Alliance Community, and shall be withdrawn only by the Treasurer or the President. All monies received shall be immediately delivered to the Treasurer, for which she or he shall give a receipt, and the Treasurer shall pay all bills. The Treasurer shall provide reports of all transactions and prepare financial statements and present them to the Board of Directors at each meeting.

Section 11: An officer or director who misses three (3) regularly scheduled consecutive meetings may forfeit their office at the discretion of the Board. That officer or director may request exception and, at the discretion of the Board by a simple majority vote, may be allowed to retain the position.

Section 12: In cases where an officer or director is accused of conduct hurtful to the Community, grossly inconsistent with the By-Laws, or inconsistent with the purposes for which the Community was organized, the officer or director may be removed from office by the affirmative vote of four (4) members of the Board of Directors. The accused officer or director shall not have a vote in such an instance.

Section 13: Persons present at an organizational meeting shall elect the first officers of the Community. Thereafter, officers and directors shall be elected at the annual membership meeting as provided herein.

Article V: Meetings

Section 1: The Annual Membership Meeting of the Community in each year shall be held during the month of March on the particular day, hour, and place determined and designated by the Board of Directors. Notice of the Annual Membership Meeting shall be given at least thirty (30) days prior to the meeting.

Section 2: Board Meetings will be held quarterly on a day, hour and place to be determined and designated by the Board of Directors.  Any member is welcome to attend these meetings. Any member wishing to add an item to the Board’s agenda shall give notice in writing of the item to be discussed to the Secretary 10 days prior to the scheduled meeting.

Section 3: Ten (10) voting members shall constitute a quorum for the transaction of business at Annual Meetings. The Board shall establish procedures for the voting process.

Section 4: Each voting member shall be entitled to one vote at meetings designated for election of Board Members or changes to By-laws at which the member is present. Proxy voting will not be permitted. All elections shall be by secret ballot.

Article VI: Fiscal Year

The annual fiscal year of the Community shall be from April 1st to March 31st.

Article VII: Procedure

Roberts’ Rules of Order Newly Revised shall govern the proceedings of all meetings of the Community and Board in all cases in which they are applicable, and in which they are not inconsistent with the By-Laws or the special rules of this Community.

Article VIII: Amendments

Proposed amendments to the By-Laws shall be presented to the Board of Directors. A simple majority of the Board of Directors is required to place a proposed amendment before a meeting of the membership. A proposed amendment may be adopted and the By-Laws amended by a simple majority of the membership present at any annual or special meeting as defined by the Board.

Article IX: Dissolution

In the event that the Lineberry Alliance Community becomes inactive or dissolves, all monies in the general fund shall be distributed to a tax-exempt, Community-oriented institution or organization approved by the majority of the members of the Community at the time of dissolution.

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6 Responses to “Lineberry Alliance Proposed By-Laws and Founding Meeting”

  1. Here is some Q&A for everyone to review:

    Q: First let me say that I don’t understand the why having a “a loose association of neighborhood organizations and HOA groups that collaborate over email, share solutions to neighborhood problems, and connect with each other to swap recommendations, recipes, babysitters, etc.” is a problem. Why is there the desire to make the Lineberry Alliance into a corporation?

    A: There is a desire to have more formalized leadership and direction for our communities. We want to ensure that what is currently loosely organized, can grow, attract new neighborhood leadership, and have a stronger, unified voice in matters concerning the collective neighborhoods.

    Specifically on the ramifications the by-laws:

    Q: I was looking over the by-laws and I was wondering who will be a member and who will be required to pay for an annual membership. I’m am wondering because of the wording of Article III, Section 1. How is the member going to be required? Does this mean that if the membership is not paid then an owner cannot participate in the voting process of the Lineberry Alliance?

    A: In the current wording, members who want a vote would be required to pay an annual membership fee, if the board decided to enact that. We wanted to include a membership fee in the first draft of the by-laws because we feel that in order to do certain things, funding would be needed. We actually explored fees that an HOA could pay or a business could pay to become a member, but it got too complicated for this first round.

    Ideally, the organization would not charge a membership for access to the email or website, all associate members would be provided those rights.

    Q: Also, can an owner opt out of abiding by the “rules” adopted by the Lineberry Alliance members if the owner chooses?

    A: I do not believe it is the desire of the organization to enact rules, in the sense of architectural guidelines like current HOA’s do. This organization would not have that type of authority. Each HOA’s rules would continue to dictate what’s enforceable in their individual neighborhood.

    That’s not to say that the organization could lobby for, or against, a city-wide policy that would benefit our area.

    Q: How will “rules” adopted by the Lineberry Alliance be enforced in the “area defined”?

    A: The Lineberry Alliance would not have the authority to define such rules and regulations like a normal HOA. The current form of the by-laws are not creating a neighborhood association that would create any regulatory rules on individual homes or neighborhoods.

  2. avatar Nancy Nyren says:

    I would strongly oppose to this happening. This would be a huge downfall to the community and any effort to be an inclusive neighborhood. Those who pay, get a vote, those who don’t or can’t are overlooked and unheard. Bad business practice all the way around and makes for bad neighbors.

  3. Neighbors,

    Thanks for your participation and feedback about this proposal. I think we’ve been able to grab all the questions and concerns that were posed and have provided some insights, clarification, and answers. We have spent a several hours preparing this for all of you.

    Again, this proposal IS NOT SUGGESTING THE ESTABLISHMENT OF A HOME OWNERS ASSOCIATION (“HOA”).

    Please read through all the Q&A and if we haven’t addressed something, please *ask* more questions so that all of us are on the same page. It is important to note that moving forward with this proposal is not a done deal. It’s a proposal–and your feedback is critical to improve it for our community.

    Thanks,
    Danielle, Sondra, Sheryl, Chad, Jason

    We’ll first start off with why are we proposing to get better organized and adopt by-laws.

    It’s about formalizing the group. We’ve heard several times that, in general, people like the concept of the Lineberry Alliance and are currently benefiting from the loose-association that we have. However, this is not sustainable for the medium or long-term. Just a handful of us will not be able to lead the organization forever. For example, if Jason were to cease his involvement, what would happen to the Lineberry Alliance?

    The folks working on the proposed by-laws felt that a change was needed and moving forward with a set of governance for the organization is the right solution. We’ve been working on them over the past few months and felt that we communicated that this was happening (but perhaps the purpose was not clear). We hope this helps you understand that if we can all agree that the Lineberry Alliance concept is good for our area, then the organization is something we want to keep growing, formalizing, progressing, and evolving.

    The following 4 items were sent from one of your neighbors, Lee. We think it’s a good way to kick off the Q&A.

    1. Nothing in the proposed bylaws (or any other document) gives the Lineberry Alliance any kind of legal authority to regulate or impose its will upon any member, homeowner, or property within the boundaries. Only HOA’s have that kind of authority. L.A.C is not an HOA, and it never will be. (and, I’m assuming that you have no such intention anyway).

    2. Instead, L.A.C. is essentially a Club (“Community” and “Organization” are more inclusive terms, but with essentially identical legal meanings in this context).

    3. As with any club, it will have a membership; and rules (by-laws) that apply to the management of the club and its membership. And as with most clubs, those “in-charge” (the board) will have a right to require a membership fee – any amount they see fit (which might even be: $0.00). The bylaws make it clear who is allowed to become a member. It should also be noted that, existing members would have the right to quit at any time, and non-members would always have a right to stay non-members.

    4. In any case, as I read it, no one would ever be required to become a member for any reason. There would be no ill effects to a property or property-owner, if they choose not to participate. Indeed, the organization would have no authority to impose any such ill effect — even if that were the intention (which it’s certainly not).

    Thanks Lee for your interpretation. They are all correct and accurately reflect what we are attempting to do. Here is the rest of the Q&A:

    a) Dues
    – if legally possible, change “DUES” to “Donation.”
    – Will there be dues involved?

    We debated the dues part several times while drafting the by-laws. Eventually, we felt it was best to put a version of dues into the draft by-laws so that we could have the discussion that we are having now.

    Changing dues to donations is a good suggestion. The Pleasant Ridge and Ramsgate community watch currently uses that model, although the funding and income is limited.

    Dues do not have to be involved in the maturation of the organization.

    b) What specifically are you trying to do and why do you need the money?

    We are trying to create a governance model for the long-term stability of the organization.

    We believe that money is needed in order to do things that would benefit the community and promote the neighborhood. Which is very vague, but in our discussions, we talked about hosting neighborhood-wide events, socials, investing in the future park, having a home-tour to promote home sales in our area. Things of this nature.

    It sounds like we need to include a phrase in the by-laws that states something to the effect of, “money can only be spent to support the purpose of the organization.”

    c) What kind of dues are you looking for?

    The range we discussed was from $0-$25. We left it flexible in the by-laws to be able to adjust for economic times like we are faced with now.

    We thought, for at least the first year, no dues would be charged so that the organization would have time to provide value to its members.

    One good idea from this is to include a cap on the amount of dues that could be set by the board. (i.e., a cap at $25/member)

    d) Why would someone who is not under a HOA ever agree to join a group that didn’t have power over their neighbors?

    The group would have to show value for individuals wanting to be members either through social functions, increased property value, or representation of the neighborhood for developments happening in and around our area.

    e) What is the Lineberry Alliance (legally and geographically)?

    Legally, it would be a neighborhood association or group. Some people have referred to it as a club. It would *not* be a HOA.

    Geographically, it would include the communities along Lineberry Drive and the surrounding area: Broad Oaks, Camden Crossings, Evergreen Avenue, Orchard Pointe, Pleasant Ridge & Ramsgate Community Watch, Sterling Townhomes, Trailwood Commons, Trailwood Drive Community, Trailwood Heights, Trailwood Hills, Trailwood Knoll, Trailwood Springs, Trailwood Valley, and Whitehurst Townhomes.

    f) What was the original idea [behind forming a board]?

    To create sustainable neighborhood leadership, so that all the burden does not fall on a few people.

    g) How can you think that a paid membership to some arbitrary Alliance Board can even be legal without the entire neighborhood agreeing to it in a publically accepted format?

    We think the answer is because we have the right to self-organize. However, it would not be wise of the leadership to adopt the proposed by-laws without the consent of a majority represented at the tentative organizational meeting.

    Note: the board members would not receive payment for their service. See (i) below.

    h) Is this document the beginning of an HOA presence in our neighborhood?

    Some neighborhoods outlined above (e) already have a HOA, Others who currently are not in a HOA, would remain HOA free.

    i) Will membership in this organization be voluntary?

    Yes. Membership is opt-in.

    j) What power will it have, as far as consequences go? i.e., what happens if I ignore it?

    The Lineberry Alliance would not have any legal power to enforce any type of home improvements or have authority like a HOA. The power would be in the governance of the organization, i.e. how membership is defined, officers elected, etc.

    Also, the board would set the direction on the promotion of the neighborhood through events, socials, and things previously mentioned in (d).

    k) Legally, if homeowners didn’t sign an agreement when they moved in, what power, by law, can it have?

    See above (j). Again, membership would be opt-in.

    l) Will there be a paid board running this HOA?

    The proposed by-laws do not allow board members to be paid. However, the board would have the authority to hire services to conduct business. Services such as accounting, marketing, etc, if needed.

    m) If this board will have no power why do we need a board?

    The board would represent the neighborhoods on matters concerning our area. It would be a unified voice for our area. The board would also allow for leadership and representation to cycle annually.

    n) No one said the board will be paid but we will have to be paying members of this “club” in order to a. vote and b. be voted/appointed onto the board.

    There were two problems we were trying to solve with the membership fees. 1) how to generate money and 2) what’s the hook to get members.

    From the feedback we’ve received so far, it seems that paying for membership to get a vote is not the best direction. If you have further suggestions on what the “hook” to have people contribute who find value in the organization or a better way to define memberships, please let us know.

    o) Concerned that this has gotten this far with out this discussion happening already.

    We felt we communicated that this was happening. It’s also a situation where it’s hard to react to something if it’s only a concept. By providing a draft and letting you ask questions and provide feedback, we felt that it the first step in making progress towards getting better organized.

    In retrospect, a focus group should have been created first to review the first draft before sending it to the larger group. We could have then alleviated a lot of these questions.

    p) I see no mention of an annual audit of the funds set, collected by, and disbursed by the Board of Directors?

    This is a good suggestion and was an oversight to the draft. This should be added in to the next version.

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  5. avatar David Kenny says:

    I note one of the objectives is “2.To protect and preserve the residential character of our Community as a family-oriented neighborhoods of owner-occupied homes”

    I also note that voting members must be owners of residential property;
    Associate members do not, but they have no vote.

    Does the offer of voting membership include owners of residential property who do not themselves live in those properties? This would include parents who own properties their children reside in while at N.C. State and owners of rental property. I believe something around 60% of properties in Trailwood Springs fall into these categories.

    I support the concept of organizations that foster community health and prosperity, I doubt you will find a single rental property owner who wants property values to go down.

    I will not support and will actively oppose an organization which has as its foundation premise that more than 50% of the current residents within the proposed Lineberry Alliance geographical should not be there.

    I would support this organization if Objective 2 were removed or modified to include all members of the community – i.e. Residents and owners of all categories.

    I will be very interested to read the respoonse to my comments

  6. Thanks for the feedback David. We are working on the second draft of this and will incorporate this feedback into the next round. I think it’s better for the group to be more inclusive, than exculsive, which is how we are operating now.

    Jason